Memorandum and Articles of Association - Li Ning

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- 32 -GENERAL POWERS OF THE DIRECTORS104. (1) The business of the Company shall be managed and conducted by the Board, whichmay pay all expenses incurred in forming and registering the Company and may exercise all powers of theCompany (whether relating to the management of the business of the Company or otherwise) which are notby the Statutes or by these Articles required to be exercised by the Company in general meeting, subjectnevertheless to the provisions of the Statutes and of these Articles and to such regulations being notinconsistent with such provisions, as may be prescribed by the Company in general meeting, but noregulations made by the Company in general meeting shall invalidate any prior act of the Board whichwould have been valid if such regulations had not been made. The general powers given by this Articleshall not be limited or restricted by any special authority or power given to the Board by any other Article.(2) Any person contracting or dealing with the Company in the ordinary course of businessshall be entitled to rely on any written or oral contract or agreement or deed, document or instrumententered into or executed as the case may be by any two of the Directors acting jointly on behalf of theCompany and the same shall be deemed to be validly entered into or executed by the Company as the casemay be and shall, subject to any rule of law, be binding on the Company.(3) Without prejudice to the general powers conferred by these Articles it is herebyexpressly declared that the Board shall have the following powers:(a)To give to any person the right or option of requiring at a future date that an allotmentshall be made to him of any share at par or at such premium as may be agreed.(b)To give to any Directors, officers or servants of the Company an interest in anyparticular business or transaction or participation in the profits thereof or in the generalprofits of the Company either in addition to or in substitution for a salary or otherremuneration.(c)To resolve that the Company be deregistered in the Cayman Islands and continued in anamed jurisdiction outside the Cayman Islands subject to the provisions of the Law.(4) Except as would, if the Company were a company incorporated in Hong Kong, bepermitted by Section 157H of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as inforce at the date of adoption of these Articles, and except as permitted under the Law, the Company shallnot directly or indirectly:(i)make a loan to a Director or a director of any holding company of the Company or toany of their respective associates (as defined by the rules, where applicable, of theDesignated Stock Exchange);(ii)enter into any guarantee or provide any security in connection with a loan made by anyperson to a Director or such a director; or
- 33 -(iii)if any one or more of the Directors hold (jointly or severally or directly or indirectly) acontrolling interest in another company, make a loan to that other company or enterinto any guarantee or provide any security in connection with a loan made by anyperson to that other company.Article 104(4) shall only have effect for so long as the shares of the Company are listed on TheStock Exchange of Hong Kong Limited.105. The Board may establish any regional or local boards or agencies for managing any ofthe affairs of the Company in any place, and may appoint any persons to be members of such local boards,or any managers or agents, and may fix their remuneration (either by way of salary or by commission or byconferring the right to participation in the profits of the Company or by a combination of two or more ofthese modes) and pay the working expenses of any staff employed by them upon the business of theCompany. The Board may delegate to any regional or local board, manager or agent any of the powers,authorities and discretions vested in or exercisable by the Board (other than its powers to make calls andforfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill anyvacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be madeupon such terms and subject to such conditions as the Board may think fit, and the Board may remove anyperson appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faithand without notice of any such revocation or variation shall be affected thereby.106. The Board may by power of attorney appoint under the Seal any company, firm orperson or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be theattorney or attorneys of the Company for such purposes and with such powers, authorities and discretions(not exceeding those vested in or exercisable by the Board under these Articles) and for such period andsubject to such conditions as it may think fit, and any such power of attorney may contain such provisionsfor the protection and convenience of persons dealing with any such attorney as the Board may think fit,and may also authorise any such attorney to sub-delegate all or any of the powers, authorities anddiscretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company,execute any deed or instrument under their personal seal with the same effect as the affixation of theCompany's Seal.107. The Board may entrust to and confer upon a managing director, joint managing director,deputy managing director, an executive director or any Director any of the powers exercisable by it uponsuch terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to theexclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but noperson dealing in good faith and without notice of such revocation or variation shall be affected thereby.108. All cheques, promissory notes, drafts, bills of exchange and other instruments, whethernegotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn,accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from timeto time by resolution determine. The Company's banking accounts shall be kept with such banker orbankers as the Board shall from time to time determine.
Page 3 and 4: Certified A True CopyCodan Trust Co
Page 5 and 6: We, the undersigned, are desirous o
Page 7 and 8: INDEXSUBJECTArticle No.Table A 1Int
Page 9 and 10: - 1 -INTERPRETATIONTABLE A1. The Re
Page 11 and 12: - 3 -"Seal"common seal or any one o
Page 13 and 14: - 5 -(4) No share shall be issued t
Page 16 and 17: - 8 -14. Except as required by law,
Page 18 and 19: - 10 -24. The net proceeds of the s
Page 20 and 21: - 12 -37. Any share so forfeited sh
Page 22 and 23: - 14 -TRANSFER OF SHARES46. Subject
Page 24 and 25: - 16 -54. A person becoming entitle
Page 26 and 27: - 18 -(b)in the case of any other m
Page 28 and 29: - 20 -VOTING66. Subject to any spec
Page 30 and 31: - 22 -76. (1) No Member shall, unle
Page 32 and 33: - 24 -(2) If a clearing house (or i
Page 34 and 35: - 26 -DISQUALIFICATION OF DIRECTORS
Page 36 and 37: - 28 -DIRECTORS' FEES AND EXPENSES9
Page 38 and 39: - 30 -(b)he is to be regarded as in
Page 42 and 43: - 34 -109. (1) The Board may establ
Page 44 and 45: - 36 -120. (1) The Board may delega
Page 46 and 47: - 38 -REGISTER OF DIRECTORS AND OFF
Page 48 and 49: - 40 -and it shall conclusively be
Page 50 and 51: - 42 -144. Whenever the Board or th
Page 52 and 53: - 44 -(2) (a) The shares allotted p
Page 54 and 55: - 46 -148. The Board may settle, as
Page 56 and 57: - 48 -(4) A certificate or report b
Page 58 and 59: - 50 -160. The statement of income
Page 60 and 61: - 52 -SIGNATURES164. For the purpos
Page 62: - 54 -INFORMATION169. No Member sha

Memorandum and Articles of Association - Li Ning

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